Structure of the Acquisition. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The Scheme requires the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court to the Registrar of Companies. Upon the Scheme becoming effective: • it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended whether or not they voted in favour); and • share certificates in respect of Logica Shares will cease to be valid and entitlements to Logica Shares held within the CREST system will be cancelled. Further details of the Scheme, including an indicative timetable for the Acquisition, will be set out in the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcement. CGI Europe reserves the right, subject to Panel consent, to elect to implement the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 below.
Appears in 1 contract
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Court-sanctioned scheme of arrangement of Sumo under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica Sumo and the Scheme Shareholders and is subject Shareholders. The procedure involves, among other things, an application by Sumo to the approval of Court to sanction the CourtScheme. The purpose of the Scheme is to provide for CGI Europe Tencent Bidco to become the holder owner of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved by Sumo on the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equalEffective Date, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of consideration for which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcementabove. The Acquisition is subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme requires Circular, and will only become Effective if, among other things, the approval of Scheme Shareholders at following events occur on or before the Court Meeting. The Long Stop Date or such later date as Tencent and Sumo agree: a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Scheme Court Meeting, either in person or by proxy, representing not less than 75 per cent. three-quarters in value of the Scheme Shares held by such those Scheme Shareholders. Implementation of ; the resolutions (including the Special Resolution) required to approve and implement the Scheme will also require the passing of the resolutions and to approve certain related matters relating to the Scheme and the Capital Reduction are passed (requiring approval by the requisite majorities majority of Sumo Shareholders required to pass such resolutions) at the General Meeting, which will be held immediately after ; following the Scheme Court Meeting and General Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved is sanctioned by the Court a copy of the Scheme Court Order is delivered to the Registrar of CompaniesCompanies of England and Wales. The Acquisition is subject to the receipt of antitrust clearances in the United Kingdom and United States and a foreign-direct investment approval under the CFIUS regime in the United States (or the lapsing of applicable waiting periods). Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Sumo Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting or and the General Meeting (and and, if they attended and voted, whether or not they voted in favourfavour of the Scheme at the Scheme Court Meeting or in favour of or against the resolution(s) at the General Meeting); and • (ii) share certificates in respect of Logica Sumo Shares will cease to be valid of value and should be destroyed and entitlements to Logica Sumo Shares held within the CREST system will be cancelled. Further Any Sumo Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, among other matters, provide that the articles of association of Sumo be amended to incorporate provisions requiring any Sumo shares issued after the Scheme Record Time (other than to Tencent Bidco and/or its nominees) to be automatically transferred to Tencent Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the articles of association of Sumo (as amended) will avoid any person (other than Tencent Bidco and its nominees) holding shares in the capital of Sumo after the Effective Date. If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Tencent and Sumo may, with the consent of the Panel, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Circular will include full details of the Scheme, including an indicative together with notices of the Scheme Court Meeting and the General Meeting. The Scheme Circular will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Sumo Shareholders. It is expected that the Scheme Circular together with Forms of Proxy will be set out in the Scheme Document, which is expected posted to be despatched to Logica Sumo Shareholders and, for information only, to persons with information rights and to holders of options granted under participants in the Logica Sumo Share Schemes, as soon as practicable and, Plans in August 2021 and in any event, event within 28 days of from the date of this announcementAnnouncement. CGI Europe reserves the rightSubject, subject to Panel consentamong other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described in paragraph 19 belowthe Conditions, it is expected that the Scheme will become Effective towards the end of the fourth quarter of 2021.
Appears in 1 contract
Samples: Co Operation Agreement
Structure of the Acquisition. It is intended that 3.1 The parties intend as at the date of this Agreement to implement the Acquisition will be effected by means of the Scheme. However, the Bidder shall have the right (a Court-sanctioned scheme of arrangement under Part 26 “Right to Switch”) (subject always to the consent of the 2006 Act. The Scheme is an arrangement between Logica and Panel, if required), whether before or after the posting of the Scheme Shareholders and is Document, to elect at any time to implement the Acquisition by way of an Offer only if:
(A) the Target provides its prior written consent;
(B) a third party announces a firm intention to make an offer (whether or not subject to the approval satisfaction or waiver of the Court. The purpose of the Scheme is to provide any pre-conditions) for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved the Target; or
(C) a Target Board Adverse Recommendation Change occurs.
3.2 In the event of an Agreed Switch, unless otherwise agreed with the Target or required by the cancellation of Panel, the Scheme Shares held by Scheme Shareholders and parties agree that:
(A) the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, acceptance condition to the number of Scheme Shares cancelledOffer (the “Acceptance Condition”) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis shall be set out in paragraph 2 of this announcement. The Scheme requires the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. (or such other percentage as may be agreed between the Bidder and the Target after, to the extent necessary, consultation with the Panel, being in value any case more than 50 per cent.) of the Scheme Target Shares held by such Scheme Shareholders. Implementation to which the Offer relates;
(B) the Bidder will discuss any material announcements relating to the Acquisition and any material proposed changes to the timetable in relation to the implementation of the Scheme will also require Acquisition with the passing Target in a timely manner (including, if proposed, any changes to the Long Stop Date) for inclusion in the firm intention announcement in relation to the Offer and the Offer Document, such changes to be discussed and agreed with the Target;
(C) the Bidder shall: (i) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; and (ii) consult with the Target as to the form and contents, and timing and publication of the resolutions Offer Document and related form of acceptance; and (iii) allow the Target a reasonable opportunity to approve certain matters consider the draft Offer Document and related form of acceptance for review and comment and consider for inclusion any reasonable comments proposed by the Target on such documents;
(D) the Bidder shall not take any such action (including publishing an acceptance condition invocation notice (as defined in Rule 31.6 of the Code)) which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non- fulfilment of the Acceptance Condition prior to midnight on the sixtieth (60th) day following the publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code and the Notes on that Rule (“Day 60”)) and the Bidder shall ensure that the Offer remains open for acceptances until such time;
(E) the Bidder shall not, without the prior written consent of the Target, make any acceleration statement (as defined in the Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement contains no right for the Bidder to set the statement aside (except with the consent of the Target); and (iii) the Bidder undertakes to the Target not to take any action or step otherwise to set the acceleration statement aside;
(F) if:
(i) at any time during the period between the publication of the Offer Document and 5.00 p.m. on the second day prior to Day 39 (as defined in the Code), it becomes reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the 60th day following the publication of the Offer Document; or
(ii) by 5.00 p.m. on the ninth day prior to Day 39 (as defined in the Code), any outstanding Regulatory Condition has not been satisfied, in each case, the Bidder shall promptly consult with the Target as to whether a suspension to the offer timetable should be sought pursuant to Rule 31.4(a) of the Code and, if so, seek, jointly with the Target, the consent of the Panel to suspend the offer timetable no later than the date falling on the second day prior to Day 39 (as defined in the Code);
(G) the Bidder shall keep the Target informed, on a regular basis and in any event within two Business Days following a written request from the Target, of the number of Target Shareholders that have: (i) validly returned their acceptance forms; (ii) returned but incorrectly completed their acceptance forms; (iii) validly returned their withdrawal forms; and (iv) returned but incorrectly completed their withdrawal forms, and in each case the identity of such shareholders and the number of Target Shares to which such forms relate; and
(H) the Bidder shall ensure that the Offer is made on the same terms as those set out in the Announcement and the only conditions to the Offer shall be the Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in Clause 3.2(A)), unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel or which are necessary to reflect the change in method of effecting the Acquisition.
3.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court its implementation shall apply to the Registrar of Companies. Upon the Scheme becoming effective: • it will be binding on all Scheme ShareholdersOffer or its implementation mutatis mutandis, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended whether or not they voted in favour); and • share certificates in respect of Logica Shares will cease to be valid and entitlements to Logica Shares held within the CREST system will be cancelled. Further details of the Scheme, including an indicative timetable for the Acquisition, will be save as set out in this Clause 3.
3.4 The Bidder hereby represents and warrants that neither it nor any member of the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share SchemesBidder Group is, as soon as practicable and, in any event, within 28 days of at the date of this announcement. CGI Europe reserves Agreement, and undertakes that (for so long as this Agreement is in force) neither it nor any member of the rightBidder Group shall become, subject following the date of this Agreement, required to Panel consentmake a mandatory offer for the Target pursuant to Rule 9 of the Code, provided that this Clause 3.4 shall cease to elect apply if a third party announces a possible or firm intention to implement make an offer for all or part of the Acquisition by way issued, and to be issued, share capital of a Takeover Offer on terms more fully described in paragraph 19 belowthe Target.
Appears in 1 contract
Samples: Co Operation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Meggitt and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The procedure involves, among other things, an application by Meggitt to the Court to sanction the Scheme, by which Scheme is an arrangement between Logica and Shares held by Scheme Shareholders will be transferred to Xxxxxx in consideration for which the Scheme Shareholders and is subject to will receive cash on the approval of the Courtbasis described in paragraph 2 above. The purpose of the Scheme is to provide for CGI Europe Xxxxxx to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaMeggitt. This The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The Scheme requires the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)Document. In particular, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme will also require only become effective if, among other things, the passing following events occur on or before the Long-Stop Date: Any Xxxxxxx Xxxxxx issued before the Scheme Record Time will be subject to the terms of the resolutions Scheme. The Resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities be proposed at the General MeetingMeeting will, which will amongst other matters, provide that the Articles be held immediately amended to incorporate provisions requiring any Xxxxxxx Xxxxxx issued or transferred after the Court MeetingScheme Record Time (other than to Xxxxxx and/or its nominees) to be automatically transferred to Xxxxxx (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Meggitt Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery provisions of the Court Order(sArticles (as amended) will avoid any person (other than Xxxxxx and its nominees) holding Xxxxxxx Xxxxxx after the Statement of Capital as approved by the Court to the Registrar of CompaniesEffective Date. Upon the Scheme becoming effective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Shares Xxxxxxx Xxxxxx will cease to be valid and entitlements to Logica Meggitt Shares held within the CREST system will be cancelled. Further The consideration for the transfer of Scheme Shares to Xxxxxx will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Xxxxxx shall make an announcement through a Regulatory Information Service as soon as practicable and in any event by no later than 8.00 a.m. (London time) on the business day following the date so specified, stating whether Xxxxxx has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Meggitt, specified a new date by which that Condition must be satisfied (with the Panel’s consent and as the Court may approve (if such consent(s) or approval(s) is/are required)). If the Scheme does not become effective on or before the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Meggitt Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Meggitt Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share SchemesXxxxxxx Xxxxx Xxxxxxx, as soon as practicable and, and in any event, event within 28 days of the date of this announcement. CGI Europe reserves the rightThe Acquisition is expected to complete during Q3 of 2022, subject to Panel consent, to elect to implement the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of principal events will be included in the Scheme Document. The Acquisition by way is conditional on a number of a Takeover Offer on terms more fully described antitrust and regulatory approvals and Xxxxxx will make further announcements in paragraph 19 belowrespect of such approvals as appropriate.
Appears in 1 contract
Samples: Cooperation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Aggreko and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe Bidco to become the holder owner of the entire issued issued, and to be issued issued, ordinary share capital of LogicaAggreko. This is to Under the Scheme, the Acquisition will be achieved by the cancellation transfer of the Scheme Shares held by the Scheme Shareholders and to Bidco in consideration for which the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis described in paragraph 2 above. The procedure involves, among other things, a petition by Aggreko to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Schedule 1 to this Announcement and to the full terms and conditions to be set out in paragraph 2 the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as Bidco and Aggreko may, with the consent of this announcement. The Scheme requires the approval of Scheme Shareholders at Panel, agree and, if required, the Court Meeting. The may approve): a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof); the Resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Aggreko Shareholders at the General Meeting (which will require the approval of Aggreko Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Aggreko); and following such Scheme Shareholders. Implementation sanction, an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Aggreko Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Aggreko Shares will cease to be valid and entitlements to Logica Aggreko Shares held within the CREST system will be cancelled. Further Any Aggreko Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Aggreko Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding Aggreko Shares after the Effective Date. If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Aggreko Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be set out published within 28 days of this Announcement (unless the Panel agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the summer of 2021. An expected timetable of events will be included in the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcement. CGI Europe reserves the right, subject to Panel consent, to elect to implement the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 below.
Appears in 1 contract
Samples: Cooperation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement. The Scheme requires the approval of Scheme Shareholders 3.1 As at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court to the Registrar of Companies. Upon the Scheme becoming effective: • it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended whether or not they voted in favour); and • share certificates in respect of Logica Shares will cease to be valid and entitlements to Logica Shares held within the CREST system will be cancelled. Further details of the Scheme, including an indicative timetable for the Acquisition, will be set out in the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcementAgreement, the parties intend to implement the Acquisition by means of the Scheme. CGI Europe reserves Bidco shall have the rightright (subject always to the consent of the Panel), subject to Panel consentwhether before or after the posting of the Scheme Document, to elect to implement the Acquisition by way of an Offer rather than the Scheme (a Takeover “Switch”) if:
(A) Stock Spirits provides its prior written consent;
(B) a third party makes an announcement pursuant to Rule 2.7 of the Code in respect of the issued and to be issued share capital of Stock Spirits;
(C) a Stock Spirits Board Adverse Recommendation Change occurs; or
(D) either:
(i) the Court Meeting is not held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed in writing between Bidco and Stock Spirits with the consent of the Panel and the approval of the Court (if such approval is required)); or
(ii) the Stock Spirits GM is not held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed in writing between Bidco and Stock Spirits with the consent of the Panel and the approval of the Court (if such approval is required)),
(iii) the Acquisition is implemented by way of an Offer on terms in accordance with Clauses 3.1(A) or 3.1(B); and
(iv) no Stock Spirits Board Adverse Recommendation Change has occurred, shall be an “Agreed Switch”.
3.2 In the event of an Agreed Switch, unless otherwise agreed with Stock Spirits or required by the Panel, the parties agree that:
(A) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 90 per cent. of the Stock Spirits Shares to which the Offer relates (or such lesser percentage as Bidco may decide after, to the extent necessary, consultation with the Panel, being in any case more fully described in paragraph 19 below.than 50 per cent. of Stock Spirits Shares to which the Offer relates);
Appears in 1 contract
Samples: Co Operation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Meggitt and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The procedure involves, among other things, an application by Meggitt to the Court to sanction the Scheme, by which Scheme is an arrangement between Logica and Shares held by Scheme Shareholders will be transferred to Xxxxxx in consideration for which the Scheme Shareholders and is subject to will receive cash on the approval of the Courtbasis described in paragraph 2 above. The purpose of the Scheme is to provide for CGI Europe Xxxxxx to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaMeggitt. This The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcementthe Scheme Document. The In particular, the Scheme requires will only become effective if, among other things, the approval of Scheme Shareholders at following events occur on or before the Court Meeting. The Long-Stop Date: • a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by such those Scheme ShareholdersShareholders (or the relevant class or classes thereof); • the Resolutions are passed by the requisite majority of Meggitt Shareholders at the General Meeting (which will require the approval of Meggitt Shareholders representing at least 75 per cent. Implementation of the votes cast at the General Meeting either in person or by proxy); • certain antitrust and foreign investment approvals and clearances are obtained as detailed in Appendix 1 to this announcement; • the Scheme is sanctioned by the Court (with or without modification, on terms agreed by Xxxxxx and Meggitt); and • an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Any Meggitt Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Meggitt Shares issued or transferred after the Scheme Record Time (other than to Xxxxxx and/or its nominees) to be automatically transferred to Xxxxxx (and, where applicable, for consideration to be paid to the transferee or the original recipient of the Meggitt Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Xxxxxx and its nominees) holding Meggitt Shares after the Effective Date. Upon the Scheme becoming effective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Meggitt Shares will cease to be valid and entitlements to Logica Meggitt Shares held within the CREST system will be cancelled. Further The consideration for the transfer of Scheme Shares to Xxxxxx will be dispatched to Scheme Shareholders no later than 14 days after the Effective Date. If any Condition in paragraph 2 of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Xxxxxx shall make an announcement through a Regulatory Information Service as soon as practicable and in any event by no later than 8.00 a.m. (London time) on the business day following the date so specified, stating whether Xxxxxx has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Meggitt, specified a new date by which that Condition must be satisfied (with the Panel’s consent and as the Court may approve (if such consent(s) or approval(s) is/are required)). If the Scheme does not become effective on or before the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel requires an extension to the Long-Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Meggitt Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Meggitt Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Meggitt Share Schemes, as soon as practicable and, and in any event, event within 28 days of the date of this announcement. CGI Europe reserves the rightThe Acquisition is expected to complete during Q3 of 2022, subject to Panel consent, to elect to implement the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of principal events will be included in the Scheme Document. The Acquisition by way is conditional on a number of a Takeover Offer on terms more fully described antitrust and regulatory approvals and Xxxxxx will make further announcements in paragraph 19 belowrespect of such approvals as appropriate.
Appears in 1 contract
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Court-sanctioned scheme of arrangement of CityFibre under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica CityFibre and the Scheme Shareholders and is subject Shareholders. The procedure involves, among other things, an application by CityFibre to the approval of Court to sanction the CourtScheme. The purpose of the Scheme is to provide for CGI Europe Bidco to become the holder owner of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved by CityFibre on the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equalEffective Date, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of consideration for which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcementabove. The Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme requires Document, and will only become Effective if, among other things, the approval of Scheme Shareholders at following events occur on or before the Court Meeting. The Longstop Date or such later date as Bidco and CityFibre agree: a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Scheme Court Meeting, either in person or by proxy, representing not less than 75 per cent. 75% in value of the Scheme Shares held by such those Scheme Shareholders. Implementation of ; the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction Resolution is passed (requiring approval by the requisite majorities majority of CityFibre Shareholders required to pass such Resolution) at the General Meeting, Meeting which will is expected to be held immediately after the Scheme Court Meeting). Once ; following the necessary approvals from Logica Shareholders have been obtained Scheme Court Meeting and the other Conditions have been satisfied or (where applicable) waivedGeneral Meeting, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and CityFibre); and a copy of the Scheme Court Order is delivered to the Registrar of CompaniesCompanies of England and Wales. The Acquisition is subject to the receipt of anti-trust clearances from the relevant authorities in China (MOFCOM) and the European Union (or the lapsing of the relevant waiting periods), each such clearance being on terms that are reasonably satisfactory to Bidco, WSIP and Antin. Upon the Scheme becoming effective: • Effective, (i) it will be binding on all Scheme CityFibre Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting or and/or the General Meeting (and and, if they attended and voted, whether or not they voted in favourfavour of the Scheme at the Scheme Court Meeting or in favour of or against the Resolution at the General Meeting); and • (ii) share certificates in respect of Logica CityFibre Shares will cease to be valid of value and should be destroyed and entitlements to Logica CityFibre Shares held within the CREST system will be cancelled. Further Any CityFibre Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution to be proposed at the General Meeting will, amongst other matters, provide that CityFibre’s Articles be amended to incorporate provisions requiring any CityFibre Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of CityFibre’s Articles (as amended) will avoid any person (other than Bidco and/or its nominees) holding shares in the capital of CityFibre after the Effective Date. If the Scheme does not become Effective on or before the Longstop Date (or such later date as Bidco and CityFibre may, with the consent of the Panel, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Scheme Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by CityFibre Shareholders. The Scheme Document together with the notice of the Scheme Document, which is expected to Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Logica CityFibre Shareholders and, for information only, to persons with information rights and to holders of options and awards granted under the Logica CityFibre Share SchemesPlans on or around 11 May 2018, as soon as practicable andunless Bidco and CityFibre otherwise agree, in any eventand the Takeover Panel consents to, within 28 days a later date. Subject, among other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective at the latest by 31 October 2018 (or such later date of this announcement. CGI Europe reserves the right, subject to Panel consent, to elect to implement the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 below(if any) as Bidco and CityFibre may agree).
Appears in 1 contract
Samples: Consortium Bid Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between EIG and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe Bidco to become the holder owner of the entire issued issued, and to be issued ordinary issued, share capital of LogicaEIG. This is to Under the Scheme, the Acquisition will be achieved by the cancellation transfer of the Scheme Shares held by the Scheme Shareholders and to Bidco in consideration for which the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis described in paragraph 2 above. The procedure involves, among other things, an application by EIG to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in paragraph 2 the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long-stop Date (or such later date as Bidco and EIG may, with the consent of this announcement. The Scheme requires the approval of Scheme Shareholders at Panel, agree and, if required, the Court Meeting. The may approve): a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of the Scheme Shares held by such those Scheme Shareholders. Implementation of ; the resolution(s) necessary to implement the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval is/are passed by the requisite majorities majority of EIG Shareholders at the General Meeting (which will require the approval of EIG Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); following the Court Meeting and General Meeting, which will be held immediately after the Scheme is sanctioned by the Court Meeting(without modification, or with modification on terms agreed by Bidco and EIG); and following such sanction, an office copy of the Court Order is delivered to the Registrar of Companies. Once the necessary approvals from Logica the Scheme Shareholders and the EIG Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, waived and the Scheme must be has been approved by the Court. The , the Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica EIG Shares will cease to be valid and entitlements to Logica EIG Shares held within the CREST system will be cancelled. Further Any EIG Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any EIG Shares issued after the Scheme Record Time (other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of EIG after the Effective Date. If the Scheme does not become Effective on or before 11.59 p.m. on the Long-stop Date (or such later date as EIG and Bidco may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, Acquisition and will specify the necessary actions to be set out in taken by EIG Shareholders. It is expected that the Scheme Document, which is expected to together with the Forms of Proxy, will be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, published as soon as practicable and, and in any event, within 28 days of this Announcement (unless the date of this announcementPanel agrees otherwise). CGI Europe reserves the rightSubject, subject to Panel consentamongst other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described the Conditions, it is expected that the Scheme will become Effective in paragraph 19 belowthe first quarter of 2020.
Appears in 1 contract
Samples: Cooperation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Court-sanctioned scheme of arrangement between Ted Baker and the Scheme Shareholders under Part 26 of the 2006 Companies Act. Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement. The Scheme is an arrangement between Logica Ted Baker and the Scheme Shareholders and is subject to Shareholders. Under the approval of Scheme, the Court. The purpose of the Scheme is to provide for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This Acquisition is to be achieved by the cancellation transfer of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation to Bidco in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of consideration for which Scheme Shareholders will receive the cash consideration on the basis set out in paragraph 2 of this announcementabove. The Scheme requires the approval of Scheme Shareholders at procedure involves, among other things, a petition by Ted Baker to the Court Meetingto sanction the Scheme. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number purpose of the Scheme Shareholders present is to enable Bidco to acquire the entire issued and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per centbe issued share capital of Ted Baker. in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme The Acquisition will also require the passing of the resolutions to approve certain matters relating be subject to the Scheme Conditions and certain further terms set out in Appendix 1 to this announcement and to the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, full terms and conditions which will be held immediately after set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before the Longstop Date (or such later date as Bidco and Ted Baker may, with the consent of the Panel, agree and, if required, the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court to the Registrar of Companies. may approve): Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Ted Baker Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or and/or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Ted Baker Shares will cease to be valid and entitlements to Logica Ted Baker Shares held within the CREST system will be cancelled. Further Any Ted Baker Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Ted Baker Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding shares in the capital of Ted Baker after the Effective Date. If the Scheme does not become Effective on or before the Longstop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, Acquisition and will specify the actions to be set out in taken by Scheme Shareholders. It is expected that the Scheme Document, which is expected together with the Forms of Proxy, will be sent to be despatched to Logica Ted Baker Shareholders and, for information only, to persons with information rights and to holders of options and awards granted under the Logica Ted Baker Share Schemes, Plans as soon as practicable and, in any event, within 28 days of the date of this announcementannouncement (or such later date as may be agreed between Bidco and Ted Baker with the consent of the Panel). CGI Europe reserves the rightSubject, subject to Panel consentamongst other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described in paragraph 19 belowthe Conditions, it is expected that the Scheme will become Effective during the fourth quarter of 2022.
Appears in 1 contract
Samples: Cooperation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means way of a Court-sanctioned scheme of arrangement between Atkins and the Scheme Shareholders, under Part 26 of the 2006 Companies Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for CGI Europe SNC-Lavalin Bidco to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaAtkins. This is to Under the Scheme, the Acquisition will be achieved by the cancellation transfer of the Scheme Shares held by the Scheme Shareholders and to SNC-Lavalin Bidco in consideration for which the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Atkins to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in paragraph 2 the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 (or such later date as SNC-Lavalin and Atkins may, with the consent of this announcement. The Scheme requires the approval of Scheme Shareholders at Panel, agree and, if required, the Court Meeting. The may approve): • a resolution to approve the Scheme at the Court Meeting must be approved is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote)) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. or more in value of each class of the Scheme Shares held by such those Scheme Shareholders; • the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Atkins Shareholders at the General Meeting (which will require the approval of Atkins Shareholders representing at least 75 per cent. Implementation of the votes cast at the General Meeting either in person or by proxy); • following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin and Atkins); and • following such sanction, an office copy of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effectiveEffective: • (i) it will be binding on all Scheme Atkins Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and • (ii) share certificates in respect of Logica Atkins Shares will cease to be valid and entitlements to Logica Atkins Shares held within the CREST system will be cancelled. Further Any Atkins Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Atkins Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their nominees) holding shares in the capital of Atkins after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 (or such later date as SNC- Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, including an indicative together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be set out in taken by Atkins Shareholders. It is expected that the Scheme Document, which is expected to together with the Forms of Proxy, will be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, published as soon as practicable and, and in any event, within 28 days of this Announcement (unless the date of this announcementPanel agrees otherwise). CGI Europe reserves the rightSubject, subject to Panel consentamongst other things, to elect to implement the Acquisition by way satisfaction or waiver of a Takeover Offer on terms more fully described the Conditions, it is expected that the Scheme will become Effective in paragraph 19 belowthe third quarter of 2017. An expected timetable of events will be included in the Scheme Document.
Appears in 1 contract
Samples: Co Operation Agreement
Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Court-sanctioned approved scheme of arrangement between Britvic and Britvic Shareholders under Part 26 of the 2006 Companies Act. The Scheme is , although Carlsberg and/or Bidco reserves the right to implement the Acquisition by means of an arrangement between Logica and the Scheme Shareholders and is Offer (subject to the approval consent of the CourtPanel and the terms of the Cooperation Agreement). The purpose of the Scheme is to provide for CGI Europe Bidco to become the holder of the entire issued and to be issued ordinary share capital of LogicaBritvic. This is to be achieved by the cancellation transfer of the Scheme Britvic Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equalto Bidco, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result consideration of which the Britvic Shareholders who are on the register of members at the Scheme Shareholders will Record Time shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The transfer of the Britvic Shares to Bidco will result in Britvic becoming a wholly owned subsidiary of Bidco. The Acquisition is subject to the Conditions and further terms set out below and in Appendix 1 to this announcement and to be set out in the Scheme requires Document and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long Stop Date:
(i) the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Britvic Shareholders who are present and voting vote (and are entitled to vote), either whether in person or by proxy, representing not less than 75 per cent. at the Court Meeting and who represent 75% or more in value of the Scheme Britvic Shares held voted by such Britvic Shareholders;
(ii) the Resolutions required to approve and implement the Scheme Shareholders. Implementation being duly passed by Britvic Shareholders representing the requisite majority or majorities of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities votes cast at the General Meeting, which will be held immediately after ;
(iii) competition law approvals from the CMA and European Commission being obtained;
(iv) the sanction of the Scheme by the Court Meeting(with or without modification but subject to any modification being on terms acceptable to Britvic and Bidco). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or ; and
(where applicablev) waivedfollowing such sanction, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of a copy of the Court Order(s) and the Statement of Capital as approved by the Court Order to the Registrar of Companies. The Conditions in paragraph 2 of Part A of Appendix 1 to this announcement provide, among other things, that the Scheme will lapse if: • the Court Meeting and/or the General Meeting are not held by the 22nd day after the expected date for such meetings that shall be specified in the Scheme Document in due course (or such later date as may be agreed between Carlsberg and Britvic); • the Sanction Hearing is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Britvic); or • the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date, provided, however, that the deadlines for the timing of the Court Meeting and the General Meeting as set out above may be waived by Bidco, and the Long Stop Date may be extended by agreement between Britvic and Bidco and with the consent of the Panel and (where relevant) the Court. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective during the first quarter of 2025. Upon the Scheme becoming effectiveEffective: • (i) it will shall be binding on all Scheme Britvic Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and and, if they attended voted, irrespective of whether or not they voted in favour); and • (ii) any share certificates in respect of Logica Britvic Shares will cease to be valid and should be destroyed, and entitlements to Logica Britvic Shares held within the CREST system will be cancelled. The terms of the Scheme will provide that the Britvic Shares acquired under the Scheme shall be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date. Those Britvic Shareholders who are eligible (by reference to the record date chosen by Britvic if the Special Dividend is paid) will be entitled to retain the Special Dividend. Further details of the Scheme, including an indicative timetable for the Acquisitionits implementation, will shall be set out in the Scheme Document, which . It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document for use at the Court Meeting and the General Meeting will be distributed to be despatched to Logica Britvic Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as reasonably practicable and, and in any event, event within 28 days of the date of this announcementannouncement or such later date as Britvic, Bidco and the Panel may agree, and that the Court Meeting and the General Meeting will be held as soon as practicable thereafter. CGI Europe reserves the right, subject The Scheme Document and associated Forms of Proxy will be made available to Panel consent, all Britvic Shareholders at no charge to elect to implement the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 belowthem.
Appears in 1 contract
Samples: Co Operation Agreement
Structure of the Acquisition. It is intended that 3.1 The parties intend as at the date of this Agreement to implement the Acquisition will be effected by means of the Scheme. However, the Bidder shall have the right (a Court-sanctioned scheme of arrangement under Part 26 “Right to Switch”) (subject always to the consent of the 2006 Act. The Scheme is an arrangement between Logica and Panel, if required), whether before or after the posting of the Scheme Shareholders and is Document, to elect at any time to implement the Acquisition by way of an Offer only if:
(A) the Target provides its prior written consent;
(B) a third party announces a firm intention to make an offer (whether or not subject to the approval satisfaction or waiver of the Court. The purpose of the Scheme is to provide any pre-conditions) for CGI Europe to become the holder of the entire issued and to be issued ordinary share capital of Logica. This is to be achieved the Target; or
(C) a Target Board Adverse Recommendation Change occurs.
3.2 In the event of an Agreed Switch, unless otherwise agreed with the Target or required by the cancellation of Panel, the Scheme Shares held by Scheme Shareholders and parties agree that:
(A) the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, acceptance condition to the number of Scheme Shares cancelledOffer (the “Acceptance Condition”) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration on the basis shall be set out in paragraph 2 of this announcement. The Scheme requires the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. (or such other percentage as may be agreed between the Bidder and the Target after, to the extent necessary, consultation with the Panel, being in value any case more than 50 per cent.) of the Scheme Target Shares held by such Scheme Shareholders. Implementation to which the Offer relates;
(B) the Bidder will discuss any material announcements relating to the Acquisition and any material proposed changes to the timetable in relation to the implementation of the Scheme will also require Acquisition with the passing Target in a timely manner (including, if proposed, any changes to the Long Stop Date) for inclusion in the firm intention announcement in relation to the Offer and the Offer Document, such changes to be discussed and agreed with the Target;
(C) the Bidder shall: (i) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; and (ii) consult with the Target as to the form and contents, and timing and publication of the resolutions Offer Document and related form of acceptance; and (iii) allow the Target a reasonable opportunity to approve certain matters consider the draft Offer Document and related form of acceptance for review and comment and consider for inclusion any reasonable comments proposed by the Target on such documents;
(D) the Bidder shall not take any such action (including publishing an acceptance condition invocation notice (as defined in Rule 31.6 of the Code)) which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to midnight on the sixtieth (60th) day following the publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code and the Notes on that Rule (“Day 60”)) and the Bidder shall ensure that the Offer remains open for acceptances until such time;
(E) the Bidder shall not, without the prior written consent of the Target, make any acceleration statement (as defined in the Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement contains no right for the Bidder to set the statement aside (except with the consent of the Target); and (iii) the Bidder undertakes to the Target not to take any action or step otherwise to set the acceleration statement aside;
(F) if:
(i) at any time during the period between the publication of the Offer Document and 5.00 p.m. on the second day prior to Day 39 (as defined in the Code), it becomes reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the 60th day following the publication of the Offer Document; or
(ii) by 5.00 p.m. on the ninth day prior to Day 39 (as defined in the Code), any outstanding Regulatory Condition has not been satisfied, in each case, the Bidder shall promptly consult with the Target as to whether a suspension to the offer timetable should be sought pursuant to Rule 31.4(a) of the Code and, if so, seek, jointly with the Target, the consent of the Panel to suspend the offer timetable no later than the date falling on the second day prior to Day 39 (as defined in the Code);
(G) the Bidder shall keep the Target informed, on a regular basis and in any event within two Business Days following a written request from the Target, of the number of Target Shareholders that have: (i) validly returned their acceptance forms; (ii) returned but incorrectly completed their acceptance forms; (iii) validly returned their withdrawal forms; and (iv) returned but incorrectly completed their withdrawal forms, and in each case the identity of such shareholders and the number of Target Shares to which such forms relate; and
(H) the Bidder shall ensure that the Offer is made on the same terms as those set out in the Announcement and the only conditions to the Offer shall be the Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition referred to in Clause 3.2(A)), unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel or which are necessary to reflect the change in method of effecting the Acquisition.
3.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court its implementation shall apply to the Registrar of Companies. Upon the Scheme becoming effective: • it will be binding on all Scheme ShareholdersOffer or its implementation mutatis mutandis, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended whether or not they voted in favour); and • share certificates in respect of Logica Shares will cease to be valid and entitlements to Logica Shares held within the CREST system will be cancelled. Further details of the Scheme, including an indicative timetable for the Acquisition, will be save as set out in this Clause 3.
3.4 The Bidder hereby represents and warrants that neither it nor any member of the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share SchemesBidder Group is, as soon as practicable and, in any event, within 28 days of at the date of this announcementAgreement, and undertakes that (for so long as this Agreement is in force) neither it nor any member of the Bidder Group shall become, following the date of this Agreement, required to make a mandatory offer for the Target pursuant to Rule 9 of the Code, provided that this Clause 3.4 shall cease to apply if a third party announces a possible or firm intention to make an offer for all or part of the issued, and to be issued, share capital of the Target.
4. CGI Europe reserves Undertakings in relation to satisfaction of the rightConditions
4.1 The Bidder shall take or cause to be taken all necessary steps in order to secure the Clearances as promptly as practicable following the date of this Agreement, and in any event in sufficient time to enable the Effective Date to occur prior to the Long Stop Date, including offering (and not withdrawing) and executing, or accepting, any conditions, obligations, terms, undertakings, commitments and remedies (“Remedies”) that may be required to obtain any Clearance, provided that this Clause 4.1 shall not require the Bidder to offer, execute or accept any Remedy that is reasonably likely to have a material adverse effect on (i) the value or operations of the Bidder Group or the Target Group, in the case of each such group separately taken as a whole, or (ii) the Bidder’s ability to own and operate the Target Group taken as a whole, or (iii) the benefits, as stated in the Announcement and taken as a whole, that the Bidder reasonably expects to obtain from the Acquisition.
4.2 The Bidder shall be responsible for determining the strategy for obtaining the Clearances and (except when the Target is required to do so by Law) contacting and corresponding with the Relevant Authorities in relation to such Clearances. To the extent that the Target is contacted by a Relevant Authority, it shall permit the Bidder to respond to that Relevant Authority (unless the Target is required by Law to provide the response).
4.3 The Bidder and the Target shall co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner in order to allow for the Bidder, or the Bidder and the Target jointly, or the Target, as may be required, to assess and make any filings, notifications or submissions as are necessary for the purposes of implementing the Acquisition and/or in connection with the Clearances in each case with or to the Relevant Authorities, provided that the co-operation will be conducted in a manner reasonably designed to preserve applicable lawyer/client and lawyer work product privileges and to limit the exchange of any competitively sensitive information to outside counsel or pursuant to the Clean Team Agreement.
4.4 Without prejudice to the generality of the foregoing, and except to the extent that to do so is prohibited by Law:
(A) the Bidder, or the Bidder and Target jointly, will submit a notification (or draft notification where appropriate) to each Relevant Authority as soon as is reasonably practicable but no later than 25 Business Days after the date of this Agreement and within any applicable mandatory time periods where it is necessary or expedient to do so in order to obtain the Clearances, which shall include:
(i) the Bidder and Target submitting any notifications required under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (as amended) within 20 Business Days after the date of this Agreement; and
(ii) the Bidder submitting a draft merger notification (Form CO) to the European Commission and a briefing paper to the Mergers Intelligence Committee of the UK Competition and Markets Authority within 25 Business Days after the date of this Agreement;
(B) the Bidder shall be primarily responsible for preparing all such filings, submissions, correspondence and communications, provided that it shall consult with the Target as to the strategy to be pursued for obtaining the Clearances;
(C) the Bidder shall (subject to Clause 4.4(D) below) provide, or procure the provision of, draft copies of all submissions, material correspondence and material communications intended to be sent to any Relevant Authority in relation to obtaining any Clearances to the Target and its legal advisers at such time as will allow the Target a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and provide the Target with copies of all such submissions and communications in the form finally submitted or sent;
(D) in relation to any filings, submissions or material correspondence which are required by any Relevant Authority to be submitted or sent by the Target, the Target shall provide, or procure the provision of, draft copies of all such submissions, material correspondence and material communications intended to be sent to any Relevant Authority in relation to obtaining any Clearances to the Bidder and its legal advisers at such time as will allow the Bidder a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and provide the Bidder with copies of all such submissions and communications in the form finally submitted or sent;
(E) the Bidder and the Target shall notify each other, and provide copies, in a timely fashion of any material communication from any Relevant Authority in relation to obtaining any Clearance and shall as promptly as reasonably practicable respond to any request for information by any Relevant Authority;
(F) the Bidder shall be responsible for the payment of all filing fees required in connection with the relevant Clearances, including, for the avoidance of doubt, the costs incurred by the Bidder in preparing any such filings, notifications or submissions;
(G) where reasonably requested by the Bidder, the Target shall make available appropriate Target representatives for meetings and telephone calls requested by any Relevant Authority in connection with the obtaining of all Clearances and the implementation of the Acquisition; and
(H) where reasonably requested by the Target and where permitted by the Relevant Authority concerned, the Target shall have the right to nominate persons to attend meetings and participate in telephone conversations other than those of an administrative nature (and make oral submissions in such meetings and telephone calls) between the Bidder and any Relevant Authority.
4.5 Nothing in this Agreement shall oblige either the Bidder or Target (the “disclosing party”) to disclose any information to the other:
(A) which the disclosing party reasonably considers to be competitively sensitive;
(B) which the disclosing party is prohibited from disclosing by Law or a Relevant Authority; or
(C) where such disclosure would result in the loss of privilege that subsists in relation to such information (including legal advice privilege).
4.6 Where the circumstances referred to in Clauses 4.5(A) or 4.5(B) apply, the disclosing party shall disclose the relevant information to the other:
(A) pursuant to the Clean Team Agreement;
(B) where that is not reasonably possible, on an “external counsel only” basis; or
(C) where disclosure in a manner contemplated by Clauses 4.6(A) or 4.6(B) would reasonably be expected to have a material adverse effect on the disclosing party’s legitimate business interest, directly to a Relevant Authority (and in such circumstances, the disclosing party shall provide to the other a non-confidential version of such information), unless disclosure is entirely prohibited by Law or under contractual terms the breach of which could have a material adverse effect on the disclosing party’s legitimate business interest in which case no disclosure can be compelled under this Agreement.
4.7 The Bidder shall keep the Target informed of the progress towards satisfaction (or otherwise) of the Conditions. Each Party shall keep the other informed promptly of developments which are material or reasonably likely to be material to the obtaining of the Clearances in sufficient time to enable the Effective Date to occur prior to the Long Stop Date.
4.8 Except with the prior written consent of the Target, until the Effective Date, the Bidder shall not (and shall procure that each member of the Bidder Group shall not), take, or omit to take, or cause to be taken or omitted to be taken (or direct any person to do the same), any action, or enter into any acquisition, transaction or other agreement, which would, or would be reasonably likely to, have the effect of in any way preventing, impeding, materially delaying or materially prejudicing the satisfaction of the Regulatory Conditions.
4.9 The Bidder agrees that if it intends to seek the permission of the Panel consentto invoke a Condition, it will, as far in advance as is reasonably practicable and prior to elect approaching the Panel, notify the Target of its intention and provide the Target with reasonable details of the ground on which it intends to implement invoke the Acquisition by way of a Takeover Offer on terms more fully described in paragraph 19 belowrelevant Condition.
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Structure of the Acquisition. It is intended that the Acquisition will be effected implemented by means of a Courtcourt-sanctioned scheme of arrangement of Intu under Part 26 of the 2006 Companies Act. The Scheme It is an arrangement between Logica and expected that the Scheme Document will be posted to Intu Shareholders and is subject during or prior to April 2018. For the purposes of paragraph 3(a) of Appendix 7 to the approval Code, and with the agreement of the CourtIntu Directors, the Panel has consented to this arrangement. The purpose of the Scheme is to provide for CGI Europe Hammerson to become the holder owner of the entire issued and to be issued ordinary share capital of LogicaIntu. This is In order to be achieved by the cancellation of achieve this, the Scheme Shares held by Scheme Shareholders and will be transferred to Hammerson under the application of Scheme. In consideration for this transfer, the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which Scheme Shareholders will receive cash consideration New Hammerson Shares on the basis set out in paragraph 2 above. The transfer to Hammerson of this announcementthe Scheme Shares will result in Intu becoming a wholly owned subsidiary of Hammerson. The Scheme requires approval by Intu Shareholders by the approval passing of Scheme Shareholders a resolution at the Court Meeting. The This resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders holders of Intu Shares present and voting (and entitled to vote)voting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Intu Shares held by such Scheme Shareholdersholders. Implementation of the Scheme will also require the passing of the resolutions In addition, a special resolution to approve deal with certain ancillary matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majorities must be passed at the Intu General Meeting, which will Meeting to be held immediately after the Court Meeting). Once the necessary approvals from Logica Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the The Scheme must also be approved sanctioned by the Court. Any Intu Shareholder is entitled to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme. The Scheme will then only become effective Effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court to the Registrar of CompaniesCompanies of a copy of the Court Order. Upon The Scheme will also be subject to certain Conditions and certain further terms referred to in Appendix 1 of this Announcement and to be set out in the Scheme becoming effectiveDocument. The Conditions in Appendix 1 provide that the Acquisition will lapse if, amongst other things:
(a) the Court Meeting and General Meeting are not held on or before the 22nd day after the expected date of the meetings, which will be set out in the Scheme Document in due course (or such later date as may be agreed by Hammerson and Intu);
(b) the Scheme Court Hearing is not held on or before the 22nd day after the expected date of the hearing, which will be set out in the Scheme Document in due course (or such later date as may be agreed by Hammerson and Intu); or
(c) the Scheme does not become Effective by 31 December 2019 (or such later date as may be agreed by Hammerson and Intu), provided that these deadlines may be waived by Hammerson. Once the Scheme becomes Effective: • (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or and the Intu General Meeting (and and, if they attended did vote, whether or not they voted in favour)favour of or against the resolutions proposed at those meetings; and • (ii) share certificates in respect of Logica Intu Shares will cease to be valid and entitlements to Logica Intu Shares held within the CREST system will be cancelled. Further details The terms of the SchemeScheme will provide that the Intu Shares will be acquired under the Scheme fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto, including an indicative timetable for the Acquisitionright to receive and retain all dividends and other distributions and returns of value declared, will be set out in paid or made with a record date after the Scheme Document, which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Logica Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcementRecord Time. CGI Europe Hammerson reserves the right, subject to the prior consent of the Panel consentand the terms of the Co-operation Agreement, to elect to implement the Acquisition acquisition of the Intu Shares by way of a Takeover Offer takeover offer (as such term is defined in section 974 of the Companies Act). In such event, such takeover offer will be implemented on the same terms more fully (subject to appropriate amendments as described in paragraph 19 belowPart 2 of Appendix 1 to this Announcement), so far as applicable, as those which would apply to the Scheme. Furthermore, if such offer is made and sufficient acceptances of such offer are received, when aggregated with Intu Shares otherwise acquired by Hammerson, it is the intention of Hammerson to apply the provisions of section 979 of the Companies Act to acquire compulsorily any outstanding Intu Shares to which such offer relates.
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Samples: Co Operation Agreement
